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In this Agreement the terms “Music Glue”, “we”, “us” and “our” mean Music Glue Limited, a company incorporated in England and Wales under company number 05946870 and whose registered office is Unit 312 Highgate Studios, 53/79 Highgate Road, London, NW5 1TL; the terms “you” and “your” mean you, the Customer as defined below; and the term “Agreement” means these terms and conditions, together with any relevant price schedules and other related documentation as amended from time to time in accordance with clause 11.2.
Please take the time to read this document carefully, as it forms a binding obligation between you and Music Glue.
1 Definitions & Construction
1.1 Unless the context otherwise requires the following words and phrases shall have the following meanings:
“Customer” means a person that purchases an Item using the Website;
“Data Protection Legislation” means the Data Protection Act 1998 and associated legislation, regulations and guidance;
“Database” means any collation of information stored by Music Glue in electronic form relating to Customers;
“Device” means a personal computer or other electronic device (including smartphones, tablets or similar);
“Direct Item” has the meaning set out in clause 2.1;
“E-ticket” means an electronic event ticket to be sent to the Customer via email;
“Event Manager” means the organisation responsible for the venue in which an event is being held;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Item” means any item or service listed for sale on the Website, including without limitation any Recording, E-ticket, item of clothing, artwork or other merchandise;
“Password” means a password provided to the Customer by Music Glue giving access to any part of the Website or any Website Content, and includes any changes to that password made by the Customer;
“Payment Partner” means such third party payment agent authorised by Music Glue from time to time to facilitate payments for Items purchased via the Website;
“Personal Data” means personal data (as defined in the Data Protection Legislation) relating to the Customer as acquired by Music Glue via the Website;
“Physical Ticket” means a paper ticket for an event which is either to be sent to the Customer by post or made available for collection by the Customer;
“Recording” means audio and/or audio-visual recordings, originating from the Music Glue server, whether downloaded from the Website, artist website, Rights Holder website, through a mobile or tablet application, email, social networking sites, or any other form of digital distribution;
“Recordings Licence” means, in respect of any Recording, the Customer’s licence to access and use such Recording as set out in clause 5.3;
“Recordings Licensor” means, in respect of any Recording, the owner of the Intellectual Property Rights in that Recording;
“Rights Holder” means the owner of the Intellectual Property Rights in a Recording;
“Vendor” means a third party vendor that offers Items for sale on the Website;
“Webmaster” means email@example.com or such other email address as may be displayed at the Website from time to time;
“Website” means the website currently found at www.musicglue.com and any other web pages hosted or powered by www.musicglue.com, including where such web pages use the branding of an entity other than Music Glue; and
“Website Content” means all Data, data, and any other software, artwork, layout, trademarks or other materials comprising the Website or made available at the Website.
1.2 Where the context requires in this Agreement words denoting the singular shall include the plural and vice versa, words denoting the masculine gender shall include the feminine gender and words denoting persons shall include corporate entities. Unless the context otherwise requires references in this Agreement to any clause shall be deemed to be a reference to a clause in this Agreement, and references to any schedule shall be deemed to be a reference to a schedule to this Agreement. Unless the context otherwise requires any reference in this Agreement to any statute or other regulation or any guild agreement shall be a reference to such as the same may from time to time be amended or replaced. References to a party shall be deemed to include that party’s successors in title and shall unless the context requires otherwise be deemed to be a reference to a party to this Agreement. The headings used in this Agreement shall be deemed not to be a part of this Agreement nor act in the construction of any provision of this Agreement.
2 The Website, Music Glue and Vendors, orders for Items
2.1 Music Glue is predominantly a supplier of website and order fulfilment services. As such, the majority of Items available via the Website are in fact offered and provided by third parties who use the Website that Music Glue provides as a sales facility. These third parties are referred to as “Vendors”.
2.2 Where an Item is provided by a Vendor:
2.2.1 Music Glue will disclose this fact to Customers on the basket page of the Website;
2.2.2 the Customer is entering into a contract with the Vendor which may contain terms in addition to those set out in this Agreement as set out on the Website;
2.2.3 the terms of this Agreement shall, to the extent relevant, be deemed to be included in any contract between the Customer and the Vendor in relation to the sale, purchase and / or use of such Item, as though this Agreement were entered into between the Customer and the Vendor (and to the extent of any conflict or inconsistency between this Agreement and any terms furnished by the Vendor, this Agreement shall take precedence);
2.2.4 the Customer acknowledges and agrees that in respect of such Items Music Glue is acting only as a platform provider to facilitate the creation and performance of a contract between the Customer and the Vendor;
2.2.5 Music Glue provides certain administrative services in relation to the provision of such Items to you by the Vendor, including in relation to the collection of payments on their behalf, but is not the seller of such Items;
2.2.6 whilst Music Glue tries to ensure that the details and descriptions of Vendor Items as displayed on the Website are accurate, the accuracy of such details is the responsibility of the Vendor; and
2.2.7 whilst Music Glue may assist the Vendor in dealing with queries and complaints, such queries and complaints are directed at, and are the responsibility of, the Vendor rather than Music Glue.
2.3 Each order by the Customer is an offer to buy the Items set out in such order. When you send us an order, we will send you an email confirming receipt of the order (the “Order Acknowledgment”). The Order Acknowledgment is an acknowledgement that we have received your order, and does not confirm acceptance by the Vendor of your offer to buy the Item(s) ordered. Neither Music Glue nor any Vendor (as the case may be and subject to clause 2.2) accepts the offer, and no contract in respect of such Item(s) is formed, until the Customer receives clear confirmation of the same either via the Website or via email. This will only happen when the Customer’s payment for the relevant Item has been accepted and cleared via the Payment Partner’s payment gateway. No order for any Item can be guaranteed until you receive such confirmation.
2.4 Where the Customer is directed to a Vendor’s, Payment Partner’s or other third party’s website (“Linked Site”), the Customer acknowledges that such Linked Site is not under Music Glue’s control, and Music Glue is not responsible for and does not endorse the content of such Linked Site, including any information or materials contained on such Linked Site. The Customer will need to make their own independent judgement regarding their interaction with these Linked Sites.
3 Customer Obligations
3.1 The Customer agrees to comply with the terms and conditions set out in this Agreement, and in particular the Customer agrees:
3.1.1 to pay for all Items purchased via the Website;
3.1.2 to comply with all relevant laws, regulations and statutes when using the Website and any Item purchased from it;
3.1.3 not to disclose or permit the disclosure to any third party of any Password;
3.1.4 to accept responsibility for all activities that occur under the Customer’s Music Glue account, including for any transactions, payments or losses made or caused using the Customer’s Password;
3.1.5 to promptly notify the Webmaster of any person impersonating the Customer at the Website or using the Customer’s Password without the Customer’s permission;
3.1.6 not to do or attempt to do anything which interferes with the operation of the Website including any attempt to gain unauthorised access to or use of any Website Content;
3.1.7 not to attempt to alter or otherwise carry out any unauthorised act in respect of any digital rights management applications or data embedded in Recordings or other digital content made available at the Website; and
3.1.8 not to resell, reproduce or exploit any Item or Website Content except as expressly permitted in this Agreement.
3.2 The Customer is responsible for ensuring that all details provided to Music Glue or any Vendor are correct and complete, and for informing Music Glue of any changes to the information the Customer has provided. The Customer can access and update much of the information provided through their Music Glue account.
4 Data Protection
4.2 Subject to clause 4.1, Music Glue may retain Personal Data as part of a Database notwithstanding that the Customer may cease to access the Website.
5 Intellectual Property Rights
5.1 The Customer hereby acknowledges and agrees that all Intellectual Property Rights in and to the Website and the Items are the property of Music Glue and its licensors (including the Vendors), and that Music Glue and its licensors hereby expressly reserve all Intellectual Property Rights not explicitly granted in this Agreement or by a Vendor.
5.2 Music Glue grants to the Customer a non-exclusive, limited, revocable and personal licence to use the Website and the Website Content for the purpose of browsing and purchasing Items only. Unless and to the extent otherwise explicitly stated on the Website or in this Agreement, such licence does not include any right for the Customer or any third party to copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, “mirror” or distribute in any way to any other computer, server, website or other medium, any Website Content for (i) publication or distribution; or (ii) for any commercial purpose.
5.3 In respect of any Recording purchased via the Website, the Customer will, unless otherwise stated on the Website at the time of purchase and subject to clause 5.4, have a personal, non-transferrable, limited, revocable, non-exclusive, worldwide, royalty-free licence to access and play the Recording for personal and non-commercial purposes only, and to download the Recording one or more times as permitted by the functionality of the Website from time to time.
5.4 Unless and to the extent otherwise explicitly stated on the Website or in this Agreement, no Recordings Licence will include any right for the Customer or any third party to (i) use any Recording for any commercial purpose, or (ii) copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, “mirror” or distribute in any way to any other computer, server, website or other medium any Recording (or allow any third party to do the so).
5.5 The Customer acknowledges and agrees that all Recordings Licences are granted by the Recordings Licensor, and that such Recordings Licensor will in many cases be a Vendor and not Music Glue.
5.6 In respect of any physical Item, unless explicitly stated otherwise on the Website or in terms furnished by the Vendor, the relevant licensor (whether Music Glue or a Vendor) shall grant you a non-exclusive, non-transferable, limited, revocable and personal licence to use any such Item (and any Intellectual Property Rights therein) for your own personal and non-commercial use.
5.7 If you believe that any Item offered for sale via the Website infringes your Intellectual Property Rights, please contact Music Glue in the first instance.
5.8 The Customer understands that by using the Website or by purchasing Items from it, the Customer may encounter material that the Customer deems to be offensive, indecent, or objectionable, and that such content or Items may or may not be identified as containing explicit material. Music Glue accepts no liability for any offence, injury or other harm suffered by the Customer as a result of acquiring any Content other than arising from the negligent act of Music Glue. Product types and descriptions, and where appropriate, samples will be provided for the Customer’s convenience but the Customer acknowledges and agrees Music Glue is not responsible for the accuracy of the same.
No commercial use
5.9 The Customer acknowledges and agrees that delivery of Items does not transfer to the Customer any commercial or promotional use rights in the Items.
6 Cancelling purchases
6.1 In respect of physical Items that you purchase via the website, you may cancel the purchase and claim a refund for any reason within the first 7 working days following purchase, provided that you have not during such time received and used the Items, and send back to us any Items delivered.
6.2 In respect of Items delivered in electronic form, the Customer will not have the right to cancel the purchase of the Item once a download of the Item has commenced unless the Customer receives an unacceptably poor download. If this happens, the Customer should reattempt the download, but if the issue cannot be resolved the Customer must tell Music Glue as soon as possible, and if the issue is caused by Music Glue a refund may be provided in Music Glue’s discretion.
7 General Information relating to event tickets (Physical & E-ticket)
7.1 The provisions of this clause 7 apply in addition to any terms imposed by the relevant Vendor(s) and are subject to clause 2.2.
7.2 In respect of event tickets (both E-tickets and Physical Tickets) sold via the Website:
7.2.1 the ticket remains the property of the Vendor and is a personal revocable licence which may be withdrawn and admission to the event to which the ticket relates refused at any time upon refunding the printed purchase price;
7.2.2 the ticket is issued subject to the terms and conditions of the Vendor and/or event, and breach of any of such terms and conditions or any unacceptable behaviour likely to cause damage, nuisance or injury may entitle the Vendor or Event Manager to eject you from the venue;
7.2.3 policies set forth by Vendors may prohibit Music Glue or a Payment Partner from issuing exchanges or refunds after a purchase has been made or for lost, stolen, damaged or destroyed tickets; it is your responsibility to keep tickets in a safe place and in good condition – please be aware that Physical Tickets may be damaged by direct sunlight or heat exposure;
7.2.4 tickets purchased via the Website may be subject to a non-refundable ticket service charge and a non-refundable per order processing fee.
7.3 The Customer should check all purchase order details prior to placing an order for tickets as, mistakes cannot always be rectified once an order has been placed.
7.4 The Customer acknowledges that it is the Vendor, and not Music Glue, who sets the ticket prices.
7.5 When purchasing tickets via Music Glue, the Customer is limited to a specified number of tickets for each event. This number is indicated on the order tickets page and is verified with every transaction. The purpose of this policy is to discourage unfair ticket buying practices. Music Glue reserves the right to cancel tickets without prior notice if purchased in excess of such limits.
Delivery of tickets purchased via Music Glue
7.6 Music Glue aims to email all E-tickets within one hour unless otherwise noted. If you have not received your E-ticket within this time, please check your spam and junk email folders. Music Glue will only send an E-ticket to the email address provided at the time of purchase, and accepts no responsibility for any inaccuracies in the email address provided by you. Unless stated otherwise, you will receive a single email with the quantity of tickets purchased stated on the email. For purchases made via PayPal, the PayPal account email address will be used. With consideration to all of the above, if your E-ticket does not arrive it is your responsibility to contact firstname.lastname@example.org immediately.
7.7 Music Glue aims to dispatch Physical Tickets within a reasonable time prior to the event. If you have not received your Physical Tickets 48 hours before the event, please contact us at email@example.com as soon as possible. If the Physical Tickets are to be delivered, Music Glue will post to the address provided at the time of purchase. If you would like to provide an alternative delivery address you must contact Music Glue at firstname.lastname@example.org. Music Glue accepts no responsibility for any inaccuracies in the postal address provided by you. No amendments can be made after a dispatch notification email has been sent by Music Glue.
Matters relating specifically to Physical Tickets
7.8 Music Glue reserves the right to change the preferred delivery option from ‘post’ to ‘collection from box office’. In these circumstances the Customer will be notified via email. Under no circumstance can Music Glue refund postage and packaging charges.
7.9 If tickets are signed for (in the UK this is “Recorded” or “Special Delivery”), you are responsible for ensuring that your tickets are signed for at the time of delivery. If there is no one available to sign at the time of delivery it is your responsibility to follow the instructions on any correspondence left by the delivery service. Failure to act promptly may result in your tickets being returned to Music Glue, and therefore you may not be able to enter the event.
Matters relating specifically to E-tickets
7.10 At the point of entry the venue reserves the right to check photo ID against the name on the E-ticket. If you do not provide suitable ID or your ID does not match the name on the E-ticket, you may be prevented from entering the event and will not be able to receive a refund.
8 Additional terms relating to all tickets (Physical & E-Ticket)
8.1 The provisions of this clause 8 apply in addition to any terms imposed by the relevant Vendor(s) and are subject to clause 2.2.
8.2 Tickets are sold subject to the Event Manager’s right to alter or vary the programme due to events or circumstances beyond its control without being obliged to refund monies or exchange tickets.
8.3 Occasionally, events are cancelled or rescheduled by the relevant Vendor for a variety of reasons.
8.4 It is the responsibility of the ticket holder to ascertain whether an event has been cancelled and the date and time of any rescheduled event. If an event is cancelled or rescheduled, Music Glue will use reasonable endeavours to notify ticket holders of the cancellation or rescheduling once we have received the relevant authorisation from the Vendor. Please note that we cannot guarantee that ticket holders will be informed of a cancellation before the date of the event.
8.5 If an event is rescheduled, ticket holders will be offered tickets to the rescheduled event equivalent to the face value of the ticket. In such circumstances, the venue or Vendor may set refund limitations over which Music Glue has no control. Contact us for exact instructions.
8.6 If an event is cancelled, please contact us at email@example.com for information on whether you are entitled to receive a refund from the responsible Vendor.
8.7 The venue may operate a no-smoking policy.
8.8 The unauthorised use of photographic and recording equipment at any venue or event is prohibited. Tapes or films may be destroyed. Laser pens, mobile phones, dogs (except guide dogs) and patron’s own food and drink may also be prohibited (please check with the venue).
8.9 Ticket holders consent to filming and sound recording of them as members of the audience.
8.10 Neither the Vendor nor Music Glue accept any responsibility for any personal property.
8.11 Patrons are advised that official merchandise is usually only available inside the venue.
8.12 The ticket holder must comply with all relevant statutes, safety announcements and venue regulations whilst attending the event.
Admission to event
8.13 The Event Manager reserves the right to refuse admission should patrons breach any rules and regulations of the Vendor. The Event Manager may on occasions have to conduct security searches in a manner permissible by law to ensure the safety of other patrons. Anyone refusing their consent to such searches will be denied entry.
8.14 Every effort to admit latecomers will be made at a suitable break in the event, but admission cannot always be guaranteed.
8.15 We regret that tickets cannot be exchanged or refunded after purchase. Neither Music Glue, the Vendor nor the Event Manager can be held responsible for any tickets which are lost or stolen. Music Glue and the relevant Vendor(s) reserve the right to cancel ticket bookings which it reasonably suspects to have been made fraudulently.
8.16 If a ticket is re-sold or transferred for profit or commercial gain by anyone other than the promoter, Event Manager, Music Glue or one of their authorised sub-agents, it may be voided without refund and the holder may be refused entry to, or ejected from the venue.
8.17 No pass-outs or re-admissions of any kind will be permitted.
8.18 Event Managers reserve the right to refuse admittance to the venue or any part of the venue or to remove any person or persons from the venue for reasons of public safety, overcrowding or otherwise in the Event Manager’s sole discretion. In such circumstances, neither the Event Manager nor the Vendor will have any liability for any damage or loss whether consequential or otherwise save that the Vendor will refund the face value of the ticket. However, crowd surfing/moshing is not permitted, and offenders will be removed from the venue without refund.
8.19 Breach of any of the above conditions or any unacceptable behaviour likely to cause damage, nuisance or injury to any person or property shall enable the venue or Event Manager to remove you from the venue without refund.
9 Pricing and Payments
9.1 All prices shown on the Website are inclusive of all applicable taxes and fees except where stated otherwise.
9.2 Payment for all Items purchased via the Website shall be transacted by the Payment Partner. The Customer shall abide by the terms of the Payment Partner for such transactions. However, any queries or complaints relating to such transactions shall in the first instance be directed to Music Glue, notwithstanding the applicable terms of the Payment Partner.
9.3 The Customer will pay for all Items purchased via the Website using such payment method as is offered by the Payment Partner, and the Customer shall be responsible for maintaining all necessary security and permissions with regard to the particular payment method chosen by the Customer. The Customer shall be responsible for all losses (including interest, bank charges and reasonable legal fees) incurred by Music Glue, the Payment Partner and any Vendor as a result of a breach by the Customer of this clause 9.3.
9.4 If an Item becomes unavailable following completion of a payment transaction but prior to download or delivery of the Item, the Customer’s sole remedy is a refund of the price paid for the unavailable Item. If technical problems prevent or unreasonably delay delivery of the Item, the Customer’s exclusive and sole remedy is either replacement of the Item or refund of the price paid, as determined by Music Glue.
10 Indemnity and Limitation of Liability
10.1 The Customer indemnifies Music Glue against any loss (including legal fees) that Music Glue may suffer resulting from any claim against Music Glue inconsistent with any representation or agreement made by the Customer in this Agreement.
10.2 Music Glue’s liability under this Agreement shall be limited as follows (other than in respect of personal injury caused by negligence or any other liability which cannot by law be excluded or limited):
10.2.1 in respect of any claim arising from the purchase of any Item, the amount paid by the Customer for such Item; and/or
10.2.2 in respect of any other claim, or aggregate claims, one pound (£1).
10.3 The Customer acknowledges that Music Glue is not responsible for examining or evaluating the content, accuracy or quality of any Vendor website or any Items or services offered or provided by Vendors via the Website, and makes no warranty and expressly disclaims all liability and responsibility as to the content, accuracy or quality of such Items or services.
11.1 The Customer shall not disclose without Music Glue’s prior written consent any confidential information that the Customer may receive pursuant to entering into this Agreement save as required in legal proceedings or to the Customer’s professional advisers. A disclosure by the Customer’s professional advisers shall be deemed to be a disclosure by the Customer.
11.2 Music Glue may in its sole discretion vary this Agreement or impose new or additional terms and conditions at any time by posting such variations or additions on the Website. The Customer’s continued use of the Website after such variations or additions have been posted shall be deemed to constitute the Customer’s agreement to such variations or additions.
11.3 Music Glue shall not be in breach of its obligations under this Agreement where performance is prevented by circumstances beyond its reasonable control. Music Glue will take reasonable steps to mitigate the effects of any such circumstances.
11.4 This Agreement represents the entire agreement between the parties in respect of its subject matter.
11.5 If any clause or any part of this Agreement or the application of such to any party shall for any reason be adjudged by a court or other legal authority of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this Agreement, the terms of which shall remain in full force and effect.
11.6 All notices referred to in this Agreement shall be sent:
11.6.1 in the case of notices to the Customer, if applicable, to the email address provided by the Customer;
11.6.2 in the case of notices to Music Glue, to the Webmaster.
11.7 The Customer may not assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without Music Glue’s express prior written consent. Music Glue may assign, transfer, delegate, subcontract or otherwise deal with its rights and obligations without the Customer’s consent. Music Glue shall remain responsible and liable for the acts and omissions of its subcontractors (which shall not, for the avoidance of doubt, include any Vendors).
11.8 Music Glue reserves the right to cancel any purchase with a full refund, without cause.
11.9 Any email correspondence in relation to your purchase of any Item will go to the email address provided at the time of purchase. For purchases made using PayPal, the PayPal account email address shall be used.
11.10 The laws of England shall govern this Agreement and the English courts shall, to the extent permitted by applicable law, have exclusive jurisdiction.